Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Hanover Compressor Company 90 504K
2: EX-2.1 Agreement and Plan of Merger Dated 10/13/95 83 321K
3: EX-3.1 Amended & Restated Certificate of Inc. of Hanover 5 22K
4: EX-3.2 Form of Amended & Restated By-Laws of Hanover 11 41K
5: EX-3.3 Certificate of Amend. of Certificate of Incorp. 2 15K
6: EX-4.1 3rd Amended & Restated Registration Agrmt. 12/5/95 21 74K
14: EX-4.10 Form of Warrant Agreement 19 73K
7: EX-4.3 Stockholders Agreement Dated 1/27/95 21 71K
8: EX-4.4 Amended & Restated Stockholders Agreement 8/7/95 22 91K
9: EX-4.5 Form of Letter Agreement to the Stockholders Agmt. 2 15K
10: EX-4.6 Stockholders Agreement as of 8/7/95 16 70K
11: EX-4.7 Stockholders Agreement as of 12/5/95 18 73K
12: EX-4.8 Pledge Agreement 12/19/95 by Hanover Acquisition 13 47K
13: EX-4.9 2nd Amended & Restated Pledge Agreement 12/19/95 15 55K
15: EX-10.1 2nd Amended & Restated Credit Agreement 12/19/95 114 399K
24: EX-10.10 Hanover Compressor Co. 1996 Employee Stock Options 18 48K
25: EX-10.11 Oem Sales & Purchase Agreement 7 21K
26: EX-10.12 Distribution Agreement 2/23/95 10 46K
27: EX-10.13 Exclusive Distribution Agreement Dated 2/23/95 11 43K
28: EX-10.14 Lease Agreement With Option to Purchase 2/24/95 10 40K
29: EX-10.15 Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra 19 60K
30: EX-10.16 Lease Agreement 3/31/95 W/Hanover & Smith Ind.,Inc 21 73K
31: EX-10.17 Lease Agreement With Option to Purchase 5/8/93 21 65K
32: EX-10.18 Indemnification Agreement Dated 12/5/95 6 28K
33: EX-10.19 Put Agreement Dated 12/5/95 2 15K
16: EX-10.2 Loan Agreement 12/19/95 90 350K
34: EX-10.20 Exchange & Subordinated Loan Agreement 12/23/96 19 49K
17: EX-10.3 Management Fee Letter 11/14/95 6 30K
18: EX-10.4 Hanover Compressor Co. Senior Executive Stock Plan 19 48K
19: EX-10.5 1993 Hanover Compressor Co. Management Stock Plan 18 47K
20: EX-10.6 Hanover Compressor Co. Incentive Option Plan 16 43K
21: EX-10.7 Amend.& Restatement of the Incentive Option Plan 17 42K
22: EX-10.8 Hanover Compressor Co. 1995 Employee Stock Option 18 48K
23: EX-10.9 Hanover Compressor Co. 1995 Management Stock Plan 18 48K
35: EX-11.1 Statement Re Computation of Earnings Per Share 2± 14K
36: EX-23.1 Consent of Price Waterhouse LLP 1 11K
37: EX-23.2 Consent of Arthur Andersen LLP 1 11K
38: EX-27 Financial Data Schedule 1 14K
EX-10.20 — Exchange & Subordinated Loan Agreement 12/23/96
Exhibit Table of Contents
EXHIBIT 10.20
HANOVER COMPRESSOR COMPANY
STOCK COMPENSATION PLAN
ARTICLE I
The Plan
1.1 Name. This plan shall be known as the "Hanover Compressor
Company Stock Compensation Plan" (the "Plan").
1.2 Purpose. The purpose of the Plan is to promote the growth and
general prosperity of Hanover Compressor Company, a Texas corporation (the
"Company"), by permitting the Company to grant to its Directors, Officers,
Employees and Advisors options to purchase Common Stock of the Company (the
"Options"). The Plan is designed to help the Company and its subsidiaries and
affiliates attract and retain superior personnel for positions of substantial
responsibility and to provide Directors, Officers, Employees and Advisors with
an additional incentive to contribute to the success of the Company. The
Company intends that Options granted pursuant to the Plan will be nonstatutory
options and will not be classified as "incentive stock options" within the
meaning of Section 422 of the Code.
1.3 Effective Date. The Plan shall become effective upon the
Effective Date.
1.4 Eligibility to Participate. Any Director, Officer, Employee
or Advisor shall be eligible to participate in the Plan. The Committee may
grant Options to a Director, Officer, Employee or Advisor in accordance with
such determinations as the Committee from time to time in its sole discretion
shall make.
1.5 Shares Subject to the Plan. The shares available for issuance
upon exercise of Options granted under the Plan shall be shares of Common Stock
(the "Plan Shares").
1.6 Maximum Number of Plan Shares. Subject to adjustment pursuant
to the provisions of Section 5.2, and subject to any additional restrictions
elsewhere in the Plan, the maximum number of Plan Shares that may be issued and
sold hereunder shall be equal to 15% of the total shares of Common Stock
outstanding, computed on a fully diluted basis and including the unissued Plan
Shares, at the time of the grant of an Option.
1.7 Options Granted Under Plan. Plan Shares with respect to which
an Option shall have been exercised shall not again be available for grant
hereunder. If Options terminate for any reason without being wholly exercised,
new Options may be granted hereunder covering the number of Plan Shares to
which such Option termination relates.
1.8 Conditions Precedent. The Company shall not issue or deliver
any Option Agreement or any certificate for Plan Shares pursuant to the Plan
prior to fulfillment of all of the following conditions:
(a) The admission of the Plan Shares to listing on all
stock exchanges on which the Common Stock is then listed, unless the
Committee determines in its sole discretion that such listing is
neither necessary nor advisable;
(b) The completion of any registration or other
qualification of the Plan Shares under any federal or state
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law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body that the
Committee shall in its sole discretion deem necessary or advisable;
and
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency that the Committee shall in
its sole discretion determine to be necessary or advisable.
1.9 Reservation of Shares of Common Stock. During the term of the
Plan, the Company will at all times reserve and keep available such number of
shares of Common Stock as shall be necessary to satisfy the requirements of the
Plan as to the number of Plan Shares. In addition, the Company will from time
to time, as is necessary to accomplish the purposes of the Plan, seek or obtain
from any regulatory agency having jurisdiction any requisite authority that is
necessary to issue Plan Shares hereunder. The inability of the Company to
obtain from any regulatory agency having jurisdiction the authority deemed by
the Company's counsel to be necessary to the lawful issuance of any Plan Shares
shall relieve the Company of any liability in respect of the non-issuance of
Plan Shares as to which the requisite authority shall not have been obtained.
1.10 Tax Withholding.
(a) Condition Precedent. The issuance, delivery,
exercise or vesting of any Options under the Plan is subject to the
condition that if at any time the Committee shall
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determine, in its discretion, that the satisfaction of withholding tax
or other withholding liabilities under any state or federal law is
necessary or desirable as a condition of, or in connection with, the
issuance, delivery, exercise or vesting of the Options, then the
issuance, delivery, exercise or vesting of the Options shall not be
effective unless the withholding shall have been effected or obtained
in a manner acceptable to the Committee.
(b) Manner of Satisfying Withholding Obligation. When a
Director, Officer, Employee or Advisor participating in the Plan is
required to pay to the Company an amount required to be withheld under
applicable income tax laws in connection with the exercise of an
Option, subject to Section 1.10(c), such individual may satisfy the
obligation, in whole or in part, by electing to (i) have the Company
withhold a portion of the Plan Shares acquired upon the exercise of
the Option and having a Fair Market Value on the date the amount of
tax to be withheld is to be determined (the "Tax Date") equal to the
amount required to be withheld or (ii) deliver to the Company shares
of Common Stock already owned and having a Fair Market Value on the
Tax Date equal to the amount required to be withheld. The amount to
be withheld shall be the minimum amount that is required to be
withheld under applicable federal and state income tax laws; provided,
however, in the event a request is made by a Director, Officer,
Employee or Advisor, the amount to be withheld shall be the
approximate
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amount of federal and state income taxes that will be incurred by such
Director, Officer, Employee or Advisor with respect to such issuance,
delivery, exercise or vesting of Options under the Plan.
(c) Special Rules for Use of Stock. An election to have
Plan Shares or other shares of Common Stock withheld or delivered out
of already-owned Common Stock for this purpose will be subject to the
following restrictions: (i) must be made prior to the Tax Date, and
(ii) will be irrevocable.
ARTICLE II
Administration
2.1 Committee. The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan, the Committee shall have sole
discretion and authority to determine the Directors, Officers, Employees and
Advisors to whom and the time or times at which Options may be granted and the
number of Plan Shares to be subject to each Option. Subject to the express
provisions of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the details and provisions of each Option
Agreement and to make all other determinations necessary or advisable in the
administration of the Plan.
2.2 Appointment of Committee. The Committee shall be appointed by
the Board and shall initially consist of the members of the Board. The Board
may remove any Committee member with or without cause and appoint successor or
additional Committee members at any time.
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2.3 Majority Rule; Unanimous Written Consent. A majority of the
members of the Committee shall constitute a quorum, and any action taken by a
majority present at a meeting at which a quorum is present or any action taken
without a meeting evidenced by a writing executed by all members of the
Committee shall constitute the action of the Committee. Meetings of the
Committee may take place by telephone conference call.
2.4 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to Directors, Officers,
Employees and Advisors, their employment, death, retirement, disability, or
other termination of employment, and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties.
ARTICLE III
Stock Options
3.1 Option Terms and Conditions. The terms and conditions of
Options granted under this Article may differ from one another as the Committee
shall, in its discretion, determine as long as all Options granted under this
Article satisfy the requirements of this Article.
3.2 Duration of Options. Each Option granted pursuant to this
Article and all rights thereunder shall expire on the date determined by the
Committee, but in no event shall any Option
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granted under this Article expire later than 15 years after the date on which
the Option is granted. In addition, each Option shall be subject to early
termination as provided elsewhere in the Plan.
3.3 Purchase Price. The purchase price for Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Option shall be
determined by the Committee at the time of the grant of the Option.
3.4 Individual Option Agreements. Each Optionee receiving Options
pursuant to this Article shall be required to enter into a written Option
Agreement with the Company as a precondition to receiving an Option under this
Article. In such Option Agreement, the Optionee shall agree to be bound by the
terms and conditions of the Plan, the awards made pursuant hereto, and such
other matters as the Committee deems appropriate.
3.5 Non-Competition and Confidential Information. Each Optionee
receiving Options pursuant to this Article shall be subject to the restriction
that during the term of the Option Agreement and for a period of one year
thereafter, he or she will not compete with any business of the Company, and
will not disclose to persons outside the Company confidential information
concerning the Company without the Company's consent.
3.6 Exercise of Options.
(a) Method of Exercise. Each Option shall be exercisable
in accordance with the terms of the Option Agreement pursuant to which
the Option was granted. No Option may be exercised for a fraction of
a Plan Share.
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(b) Payment of Purchase Price. The purchase price of any
Plan Shares purchased shall be paid at the time of exercise of the
Option either (i) in cash, (ii) by certified or cashier's check, (iii)
if permitted by the Committee, by shares of Common Stock, (iv) if
permitted by the Committee, by cash or certified or cashier's check
for the par value of the Plan Shares plus a promissory note for the
balance of the purchase price, which note shall provide for full
personal liability of the maker and shall contain such other terms and
provisions as the Committee may determine, including without
limitation the right to repay the note partially or wholly with Common
Stock, or (v) by delivery of a copy of irrevocable instructions from
the Optionee to a broker or dealer, reasonably acceptable to the
Company, to sell certain of the Plan Shares purchased upon exercise of
the Option or to pledge them as collateral for a loan and promptly
deliver to the Company the amount of sale or loan proceeds necessary
to pay such purchase price. If any portion of the purchase price or a
note given at the time of exercise is paid in shares of Common Stock,
those shares shall be valued at the then Fair Market Value.
3.7 Written Notice Required. Any Option shall be deemed to be
exercised for purposes of the Plan when written notice of exercise has been
received by the Company at its principal office
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from the person entitled to exercise the Option and payment for the Plan Shares
with respect to which the Option is exercised has been received by the Company
in accordance with Section 3.6.
3.8 Compliance with Securities Laws. Plan Shares shall not be
issued with respect to any Option unless the exercise of the Option and the
issuance and delivery of the Plan Shares shall comply with all applicable
provisions of state and federal law (including without limitation (a) the
Securities Act, the Exchange Act, Rule 16b-3, and the rules and regulations
promulgated thereunder, and (b) the requirements of any stock exchange upon
which the Plan Shares may then be listed) and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The
Committee may also require an Optionee to furnish evidence satisfactory to the
Company, including a written and signed representation letter and consent to be
bound by any transfer restrictions imposed by law, legend, condition, or
otherwise, that the Plan Shares are being acquired only for investment and
without any present intention to sell or distribute the shares in violation of
any state or federal law, rule, or regulation. Further, each Optionee shall
consent to the imposition of a legend on the certificate representing the Plan
Shares issued upon the exercise of the Option restricting their transferability
as required by law or by this Section.
3.9 Employment of Participant or Optionee. Nothing in the Plan or
in any Option granted or Restricted Stock issued hereunder shall confer upon
any Participant or Optionee any right to
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continued employment by the Company or any of its subsidiaries or affiliates or
limit in any way the right of the Company or any subsidiary or affiliate at any
time to terminate or alter the terms of that employment.
3.10 Option Rights Upon Termination of Employment. If an Optionee
that is an Employee ceases to be employed by the Company or any subsidiary or
affiliate for any reason other than death, Permanent Disability, or for Cause
(as defined in Section 3.11), his Option shall be exercisable (to the extent
exercisable on the date of termination of employment) at any time within 90
days after the date of termination of employment unless by its terms the Option
expires sooner or the Committee agrees, in its sole discretion, to extend the
term of such Option.
3.11 Termination of Employment for Cause. If an Optionee that is
an Employee ceases to be employed by the Company or any subsidiary or affiliate
of the Company because the Optionee is terminated for Cause, the Option shall
automatically expire. For purposes of this Article III and Section 4.3,
"Cause" shall mean an act or acts involving a felony, fraud, willful
misconduct, the commission of any act that causes or reasonably may be expected
to cause substantial injury to the Company, a violation of the restrictions
imposed by Section 3.5, or other good cause. The term "other good cause" as
used in this Section shall include, but shall not be limited to, habitual
impertinence, a pattern of conduct that tends to hold the Company up to
ridicule in the community, conduct disloyal to the Company, conviction of any
crime of moral
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turpitude, and substantial dependence, as judged by the Committee, on alcohol
or any controlled substance. "Controlled substance" means a drug, immediate
precursor, or other substance listed in Schedules I-V of the Federal
Comprehensive Drug Abuse Prevention and Control Act of 1970, as amended.
3.12 Option Rights Upon Permanent Disability of Optionee. Unless
either the Option or the Option Agreement pursuant to which it was issued
otherwise provides, an Option that is issued to (a) an Employee shall become
fully exercisable on the date of the Optionee's termination of employment if
the Optionee ceases to be an Employee as a result of his or her Permanent
Disability and shall expire 1 year thereafter unless by its terms it expires
sooner or (b) a Non-employee Director or Advisor that is not also classified as
an Employee shall not be affected as a result of the Permanent Disability of
the Optionee.
3.13 Option Rights Upon Death of Optionee. Unless either the
Optionor the Option Agreement pursuant to which it was issued otherwise
provides, an Option that is issued to (a) an Employee shall become fully
exercisable on the date of the Employee's death and shall expire 1 year
thereafter unless by its terms its expires sooner or (b) a Non- employee
Director or Advisor that is not also classified as an Employee shall not be
affected as a result of the Death of the Optionee. Following the death of an
Optionee, the Option may be fully exercised, to the extent that it remains
unexercised on the date of death, by the Optionee's personal representative or
by the distributee to whom the Optionee's rights under the Option shall pass by
will or by the laws of descent and distribution.
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3.14 Options Not Transferable and Subject to Certain Restrictions.
Options may not be sold, pledged, assigned, or transferred in any manner other
than by will or the laws of descent and distribution and may be exercised
during the lifetime of an Optionee only by that Optionee or by his legally
authorized representative.
ARTICLE IV
Change in Control and
Constructive Termination of Employment
4.1 Consequences of Change in Control and Constructive Termination
of Employment. Notwithstanding any other term or provision of this Plan, upon
the occurrence of a Change in Control of the Company followed or accompanied
within two years thereafter by a Constructive Termination of Employment of a
person who holds an Option, that portion of each such Option that is not then
exercisable shall become exercisable.
4.2 Change in Control Defined. As used herein, a "Change in
Control of the Company" shall be deemed to have occurred if, after the
Effective Date (a) any "person", or persons acting as a "group" (as such terms
are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended, but excluding any Company employee stock ownership plan and any
person that was a stockholder of the Company at the Effective Date), (i)
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of
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the Company's then outstanding securities, or (ii) acquires or obtains,
directly or indirectly, the power, authority or ability, whether through share
ownership, contract, proxy, voting agreement or any other arrangement,
understanding or circumstance, to mange or direct the operations of the
Company, (b) the Company or its stockholders enter into an agreement to dispose
of all or substantially all of the assets of the Company by means of a sale,
merger, or other reorganization or liquidation, or otherwise in a
reorganization transaction in which the Company is not the surviving
corporation, or (c) the Board of Directors of the Company ceases to consist of
a majority of Continuing Directors. For purposes hereof, "Continuing Director"
shall mean a member of the Board of Directors of the Company who either (1) was
a member of the Board of Directors as of the Effective Date or (2) was
nominated, appointed or approved (before initial election as a director) to
serve as a director by a majority of the then Continuing Directors.
4.3 Constructive Termination of Employment. As used herein,
"Constructive Termination of Employment" shall mean the termination of an
Employee's employment by the Company for reasons other than Cause (as defined
in Section 3.11) or Permanent Disability, or if any of the following shall
occur without the Employee's written consent:
(a) The assignment of duties and responsibilities
materially inconsistent with or of materially lesser statute than, the
Employee's positions, duties, responsibilities and
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status with the Company immediately prior to the first Change in
Control of the Company that occurred prior to such assignment;
(b) The removal of the Employee from, or any failure to
re-elect the Employee to, any office of the Company or any successor
of the Company, except in connection with his termination of
employment for cause, death, disability or retirement;
(c) A reduction by the Company or any successor of the
Company in the Employee's annual base salary in effect immediately
prior to the first Change in Control of the Company that occurred
prior to such reduction or as the said salary may thereafter be
increased from time to time;
(d) Failure by the Company or any successor to the
Company to permit the Employee to continue to participate in incentive
compensation and benefit programs (other than stock-related plans or
arrangements) comparable to those in effect immediately prior to the
first Change in Control of the Company that occurred prior to such
failure; or
(e) Any purported termination of the Employee's
employment for Cause or Permanent Disability not in accordance with
the provisions of this Plan with respect thereto.
ARTICLE V
Termination, Amendment, and Adjustment
5.1 Termination and Amendment. The Plan shall terminate 10 years
after the Effective Date. No Options shall be granted under
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the Plan after that date of termination. The Committee may at any time amend
or revise the terms of the Plan, including the form and substance of the Option
Agreements to be used in connection herewith. No amendment, suspension, or
termination of the Plan shall, without the consent of the individual who has
received an Option hereunder, alter or impair any of that individual's rights
or obligations under any Option granted under the Plan prior to that amendment,
suspension, or termination.
5.2 Adjustments. If the outstanding Common Stock is increased,
decreased, changed into, or exchanged for a different number or kind of shares
or securities through merger, consolidation, combination, exchange of shares,
other reorganization, recapitalization, reclassification, stock dividend, stock
split, or reverse stock split, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of Plan Shares as to which Options
may be granted under the Plan. A corresponding adjustment changing the number
or kind of shares allocated to unexercised Options or portions thereof, which
shall have been granted prior to any such change, shall likewise be made. Any
such adjustment in outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the Option,
but with a corresponding adjustment in the price for each share covered by the
Option. The foregoing adjustments and the manner of application of the
forgoing provisions shall be determined solely by the Committee, and any such
adjustment may provide for the elimination of fractional share interests.
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ARTICLE VI
Miscellaneous
6.1 Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option or incentive or other compensation plans in
effect for the Company or any subsidiary or affiliate of the Company, nor shall
the Plan preclude the Company or any subsidiary or affiliate thereof from
establishing any other forms of incentive or other compensation plans.
6.2 Plans Binding on Successors. The Plan shall be binding upon
the successors and assigns of the Company and any subsidiary or affiliate of
the Company that adopts the Plan.
6.3 Number and Gender. Whenever used herein, nouns in the
singular shall include the plural where appropriate, and the masculine pronoun
shall include the feminine gender.
6.4 Headings. Headings of articles and sections hereof are
inserted for convenience of reference and constitute no part of the Plan.
ARTICLE VII
Definitions
As used herein with initial capital letters, the following terms have
the meanings hereinafter set forth unless the context clearly indicates to the
contrary:
7.1 "Advisor" shall mean any person performing services for the
Company or any subsidiary or affiliate of the Company, with or
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without compensation, to whom the Company chooses to grant Options in
accordance with the Plan, provided that bona fide services must be rendered by
such person and such services shall not be rendered in connection with the
offer or sale of securities in a capital-raising transaction.
7.2 "Board" shall mean the Board of Directors of the Company.
7.3 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
7.4 "Committee" shall mean the Committee appointed in accordance
with Section 2.2.
7.5 "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company or, in the event that the outstanding shares of such
Common Stock are hereafter changed into or exchanged for shares of a difference
stock or security of the Company or some other corporation, such other stock or
security.
7.6 "Company" shall mean Hanover Compressor Company, a Texas
corporation.
7.7 "Director" shall mean a member of the Board of Directors of
the Company or any subsidiary or affiliate of the Company.
7.8 "Effective Date" shall meant the date of the Plan's adoption
by the Board.
7.9 "Employee" shall mean an employee of the Company, or of any
subsidiary or affiliate of the Company the board of directors of which adopts
the Plan, as determined under Section 3401(c) of the Code and the regulations
thereunder. Unless the context otherwise indicates, the term "Employee" shall
include Officers and Directors that are not Non-employee Directors.
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7.10 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
7.11 "Fair Market Value" shall mean such value as determined by the
Committee on the basis of such factors as it deems appropriate; provided that
if the Common Stock is traded on a national securities exchange or transactions
in the Common Stock are quoted on the NASDAQ National Market System, such value
as shall be determined by the Committee on the basis of the average reported
sales price for the Common Stock for the ten days preceding the date for which
such determination is relevant, as reported on the national securities exchange
or the NASDAQ National Market System, as the case may be.
7.12 "Non-employee Director" shall mean a Director who is not an
Officer or Employee.
7.13 "Officer" shall mean an officer of the Company or any
subsidiary or affiliate of the Company.
7.14 "Option" shall mean an option granted pursuant to Article III.
7.15 "Optionee" shall mean a Director, Officer, Employee or Advisor
to whom an Option has been granted hereunder.
7.16 "Option Agreement" shall mean an agreement between the Company
and an Optionee with respect to one or more Options.
7.17 "Permanent Disability" or "Permanently Disabled" shall mean
the Employee's inability, because of mental or physical
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illness or incapacity, to perform his or her duties for the Company for a
continuous period of 120 days or for 120 days out of a 150-day period.
7.18 "Plan" shall mean Hanover Compressor Company Stock
Compensation Plan, the terms of which are set forth herein.
7.19 "Plan Shares" shall mean shares of Common Stock issuable
pursuant to the Plan (including, but not limited to, shares of Common Stock
issued or issuable upon exercise of Options granted pursuant to the Plan).
7.20 "Rule 16b-3" shall mean Rule 16b-3 promulgated under the
Exchange Act or any successor rule.
7.21 "Securities Act" shall mean the Securities Act of 1933, as
amended.
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